Table of Contents
Chapter I: General Provisions
Article 1 These Regulations are formulated for the purposes of regulating the establishment and activities of resident representative offices of foreign enterprises within the territory of China, maintaining the order of the socialist market economy, and promoting the development of foreign economic and technological cooperation.
Article 2 The establishment of resident representative offices by foreign enterprises within the territory of China (hereinafter referred to as “representative offices”) and the business activities engaged in by representative offices shall be governed by these Regulations. For the purposes of these Regulations, “foreign enterprise” means an enterprise established outside the territory of China in accordance with foreign laws.
Article 3 Representative offices shall abide by Chinese laws and regulations, shall not harm China’s national security and public interests, and shall accept the supervision and administration of the relevant Chinese government departments.
Article 4 Representative offices and their representatives shall not engage in for-profit business activities. Representative offices shall engage in the following non-profit business activities related to the business of the foreign enterprise: (1) conducting market research, display, and publicity activities related to the products or services of the foreign enterprise; and (2) liaison activities related to the foreign enterprise’s product sales, service provision, domestic procurement, and domestic investment.
Chapter II: Registration of Establishment
Article 5 To establish a representative office, a foreign enterprise shall apply for registration with the registration authority in accordance with the provisions of these Regulations and obtain a Registration Certificate of Resident Representative Office of a Foreign Enterprise (hereinafter referred to as the “Registration Certificate”). The registration authority shall be the State Administration for Market Regulation and its authorized local market regulation administrations.
Article 6 When applying for the registration of establishment of a representative office, a foreign enterprise shall submit the following documents: (1) an application for the establishment of the representative office signed by the legal representative of the foreign enterprise; (2) a certificate of lawful business operation of the foreign enterprise; (3) the articles of association or organization agreement of the foreign enterprise; (4) the resume and identity certificate of the chief representative and representatives of the representative office; (5) a certificate of the domicile of the representative office; and (6) other documents required by laws and administrative regulations.
Article 7 The registration authority shall, within 15 days from the date of accepting the application, make a decision on whether to grant registration. Where registration is granted, a Registration Certificate shall be issued. Where registration is not granted, the reasons shall be stated in writing.
Article 8 The registered items of a representative office shall include: the name of the representative office, the name of the foreign enterprise, the domicile of the representative office, the number of representatives, the name of the chief representative, the business scope, and the term of the residence.
Article 9 The term of residence of a representative office shall not exceed the term of existence of the foreign enterprise. The term of residence shall be three years, which may be extended. Where a representative office needs to extend its term of residence, it shall, within 60 days before the expiration of the term, apply to the registration authority for extension.
Chapter III: Registration of Change and Cancellation
Article 10 Where a registered item of a representative office changes, the foreign enterprise shall apply to the registration authority for registration of the change. For the change of the domicile of a representative office, an application for registration of the change shall be filed within 30 days from the date of the change. For the change of other registered items, an application shall be filed within 30 days from the date of the change or the date of the decision on the change by the foreign enterprise.
Article 11 Where a representative office falls under any of the following circumstances, the foreign enterprise shall apply to the registration authority for cancellation of registration: (1) the foreign enterprise decides to cancel the representative office; (2) the representative office’s term of residence expires and is not extended; (3) the foreign enterprise terminates its business operations; (4) the Registration Certificate is revoked in accordance with law; or (5) other circumstances prescribed by laws and administrative regulations.
Chapter IV: Supervision and Administration
Article 12 The registration authority shall supervise and administer the registration of representative offices in accordance with law. Where the registration authority performs its duties, the representative office shall cooperate and shall not refuse or obstruct.
Article 13 Representative offices shall, within the period from March 1 to June 30 of each year, submit annual reports to the registration authority. The content of the annual report shall include the basic information of the foreign enterprise, the business activities conducted by the representative office, and other matters required by the registration authority.
Article 14 Representative offices shall place the Registration Certificate in a prominent position at their domicile. No entity or individual may forge, alter, rent out, lend, or transfer the Registration Certificate.
Chapter V: Legal Liability
Article 15 Where a representative office engages in for-profit business activities in violation of the provisions of these Regulations, the registration authority shall order it to make corrections and impose a fine of not less than RMB 10,000 and not more than RMB 50,000; where the circumstances are serious, the registration authority shall revoke the Registration Certificate.
Article 16 Where a representative office fails to submit an annual report in accordance with regulations, the registration authority shall order it to make corrections within a prescribed time limit and impose a fine of not less than RMB 10,000 and not more than RMB 30,000; where it fails to do so within the prescribed time limit, the registration authority shall revoke the Registration Certificate.
Article 17 Where a representative office engages in activities beyond the business scope registered in the Registration Certificate, the registration authority shall order it to make corrections and may impose a fine of not less than RMB 10,000 and not more than RMB 50,000.
Article 18 Where a foreign enterprise establishes a representative office without registration in violation of the provisions of these Regulations, the registration authority shall order it to make corrections and impose a fine of not less than RMB 30,000 and not more than RMB 100,000.
Article 19 Where any provisions of these Regulations are violated and a crime is constituted, criminal liability shall be pursued in accordance with law.
Chapter VI: Supplementary Provisions
Article 20 The establishment of resident representative offices within the territory of China by enterprises from the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and the Taiwan region shall be governed by these Regulations with reference thereto.
Article 21 A representative office that has been established upon approval before the implementation of these Regulations shall, within 90 days from the date of implementation of these Regulations, undergo registration in accordance with the provisions of these Regulations.
Article 22 These Regulations shall come into force on March 1, 2011. The Administrative Provisions on the Registration of Resident Representative Offices of Foreign Enterprises promulgated by the State Council on March 5, 1983, shall be repealed simultaneously.
Translation note: This is an unofficial English translation for reference purposes. The original Chinese text shall prevail in all legal matters.
